Sauter Dennis Charles Jr 4

What Happened
Dennis Charles Sauter Jr., General Counsel and Secretary of NexPoint Real Estate Finance, Inc. (NREF), had restricted stock units (RSUs) vest on March 13, 2026. The RSU vesting converted 2,917 contingent units into common shares. To cover tax withholding, 1,161 shares were surrendered at an indicated withholding price of $13.15 per share (total $15,267), leaving roughly 1,756 net shares delivered to Sauter. This was a vesting/settlement event (award conversion), not an open-market purchase or active sale.

Key Details

• Transaction date: March 13, 2026; Form 4 filed March 17, 2026 (filed 4 days after the transaction). Insiders typically must file within two business days, so this filing appears late.
• Breakdown: 2,917 RSUs converted to shares (reported as derivative exercise/conversion, code M); 1,161 shares withheld for tax/payment (code F) at $13.15/share = $15,267. The derivative conversion shows no exercise price (no cash paid to convert).
• Shares owned after transaction: not specified in the Form 4 filing.
• Footnotes: F1 clarifies each RSU equals a contingent right to one share; F2 notes the original grant was 11,667 RSUs (granted March 13, 2024) with annual one-fourth vesting over four years and settlement generally within 10 days of vesting; the committee may elect cash settlement.

Context

• This was a routine RSU vesting/settlement. The withholding of shares to satisfy tax liabilities is common and does not represent an open-market sale or purchase decision.
• The filing reports a derivative conversion rather than an option purchase—the RSUs converted into shares without an exercise price.
• No inference about the insider's view of the company's stock should be drawn from routine vesting and tax withholding.